Nms Communications Corp - Current report filing (8-K)
October 07 2008 - 4:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 of 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 2, 2008
NMS Communications Corporation
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State of
Incorporation or Organization)
0-23282
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04-2814586
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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100 Crossing Boulevard, Framingham, Massachusetts
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01702
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(508) 271-1000
(Registrants
telephone number, including area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2.
below):
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain
Officers.
On October 2, 2008, NMS Communications
Corporation (the Company) and Joel Hughes, President of the Companys
LiveWire Mobile business, entered into an amendment to Mr. Hughess
severance protection agreement pursuant to which it is agreed that the proposed
sale (the Asset Sale) of the Companys NMS Communications Platform business
to Dialogic Corporation (Dialogic), pursuant to an Asset Purchase Agreement
by and between the Company and Dialogic, dated as of September 12, 2008
(the Asset Purchase Agreement), will not constitute a change in control under
his severance protection agreement.
On October 2, 2008, the Company and Todd
Donahue, the Companys Vice President of Finance, Chief Accounting Officer and
Controller, entered into an amendment to Mr. Donahues severance
protection agreement pursuant to which it is agreed that the Asset Sale will
not constitute a change in control under his severance protection agreement.
On October 2, 2008, the Company and
Robert Schechter, the Companys Chief Executive Officer and Chairman of its
Board of Directors, entered into an amendment to Mr. Schechters severance
protection agreement pursuant to which Mr. Schechter agreed to forego a
bonus amount of $434,720 that he would otherwise have been entitled to under
his severance protection agreement upon the termination (i) by him for
good reason (as defined in this severance protection agreement) or (ii) by
the Company without cause (as defined in this severance protection agreement),
within 6 months following the consummation of the Asset Sale.
On October 2, 2008, the Compensation
Committee of the Companys Board of Directors (the Compensation Committee)
approved transaction bonuses (each a Transaction Bonus and together the Transaction
Bonuses) to each of (i) Herbert Shumway, the Companys Senior Vice
President of Finance and Operations, Chief Financial Officer and Treasurer, in
the amount of $150,000 and (ii) Mr. Donahue, in the amount of
$75,000. The Compensation Committee approved the Transaction Bonuses in
recognition of the importance to the Company and its stockholders of assuring
that the Company has the continued dedication and full attention of Messrs. Shumway
and Donahue prior to the consummation of the Asset Sale and to reward these
employees for their contributions toward a successful completion of the Asset
Sale. If the Asset Sale is consummated, Messrs. Shumway and Donahue will
be entitled to receive a lump sum cash payment in an amount equal to the full
amount of his Transaction Bonus on the date that is 30 days after the date
of consummation of the Asset Sale. Each of Mr. Shumway and Mr. Donahue
must remain employed with the Company through the date of consummation of the
Asset Sale in order to qualify for his Transaction Bonus.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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NMS COMMUNICATIONS CORPORATION
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October 7, 2008
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By: /s/ ROBERT P. SCHECHTER
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Name: Robert P. Schechter
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Title: Chief Executive Officer and Chairman of the Board of Directors
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